ISLAMABAD: Faisalabad Electric Supply Company (Fesco) has proposed doubling its authorised share capital from Rs50 billion to Rs100 billion, creating additional capital headroom for future capitalisation requirements in connection with the proposed privatisation of Batch-I power Distribution Companies (Discos).
According to a Statement of Material Facts circulated to shareholders under Section 134(3) of the Companies Act, 2017, Fesco has proposed increasing its authorised capital through creation of five billion additional ordinary shares of Rs10 each.
The proposal would increase the company’s authorised share capital from five billion ordinary shares of Rs10 each, valued at Rs50 billion, to 10 billion ordinary shares of Rs10 each, valued at Rs100 billion.
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The company placed the proposal before its members for approval at a General Meeting, along with a consequential amendment to Clause V of its Memorandum of Association.
The development follows directions of the Cabinet Committee on Privatisation (CCOP) concerning the restructuring plan and scheme of arrangement for proposed privatisation of Batch-I Discos, including FESCO.
The Ministry of Privatisation (Privatisation Commission), through its letter dated September 25, 2026, conveyed the relevant government decisions and directions concerning the restructuring and privatisation framework.
FESCO stated that the proposed enhancement in authorised share capital was intended to provide the necessary capital headroom for future capitalisation requirements, subject to applicable legal, corporate and regulatory approvals.
The company has clarified that the proposed increase relates to exclusively authorised share capital and does not constitute an immediate issue, allotment or subscription of additional shares. Consequently, it would not automatically increase its issued or paid-up share capital.
Any future issue or allotment of shares would be undertaken separately in accordance with the Companies Act, 2017, Articles of Association, applicable government directions and requisite corporate and regulatory approvals.
Similarly, any proposal concerning conversion of existing deposits for shares into paid-up capital would require separate examination and compliance with applicable statutory requirements and approvals.
The proposed alteration is being placed before shareholders under Section 85 of the Companies Act, 2017, read with relevant provisions of the Articles of Association.
Following approval, Clause V of the Memorandum of Association would be amended to reflect the revised authorised share capital of Rs100 billion, divided into 10 billion ordinary shares of Rs10 each.
Fesco stated that the proposed increase would involve prescribed statutory fees and charges applicable to enhancement of authorised share capital and registration of the consequential amendment.
The Board of Directors has recommended approval of the proposal, subject to compliance with applicable legal requirements and completion of requisite corporate and regulatory formalities.
The proposed capital restructuring is part of the broader preparations for privatisation of Batch-I Discos, comprising Fesco, Gujranwala Electric Power Company (GEPCO) and Islamabad Electric Supply Company (IESCO).
The government has been pursuing restructuring of these companies to facilitate the privatisation process, including arrangements concerning their capital structure, assets, liabilities and other corporate matters.
The proposed doubling of Fesco’s authorised share capital would provide flexibility for future capitalisation and share issuance requirements as the company proceeds towards the next stages of its restructuring and privatisation.
However, the company has made it clear that the present proposal does not itself approve any future issuance of shares or conversion of deposits into paid-up capital, which would be considered separately under the applicable legal framework.
Copyright Business Recorder, 2026